Key Corporation v. Greenville Public Library, No. 20

• Court: Supreme Court of Rhode Island
• Decided: February 17, 2023
• Docket: 21-319
• Status: Published

Opinion

February 17, 2023

Supreme Court

No. 2021-319-Appeal. (PC 19-7427)

Key Corporation :

v. :

Greenville Public Library. :

NOTICE: This opinion is subject to formal revision before publication in the Rhode Island Reporter. Readers are requested to notify the Opinion Analyst, Supreme Court of Rhode Island, 250 Benefit Street, Providence, Rhode Island 02903, at Telephone 222-3258 or Email opinionanalyst@courts.ri.gov of any typographical or other formal errors in order that corrections may be made before the opinion is published. Supreme Court

Present: Suttell, C.J., Goldberg, Robinson, and Lynch Prata, JJ.

OPINION

Justice Lynch Prata, for the Court. The defendant, Greenville Public

Library (defendant), appeals from the Providence County Superior Court’s entry of

summary judgment in favor of the plaintiff, Key Corporation (plaintiff). This case

came before the Supreme Court on November 3, 2022, pursuant to an order directing

the parties to appear and to show cause why the issues raised in this appeal should

not be summarily decided. On appeal, the defendant asserts two claims of error: (1)

that the defendant is not a public body as defined in the Access to Public Records

Act (the APRA), G.L. 1956 chapter 2 of title 38, and is therefore not subject to the

requirements of the APRA; and (2) the Superior Court erred in assessing the amount

of attorneys’ fees awarded to counsel for the plaintiff. After hearing the parties’

arguments and thoroughly reviewing the record, we are satisfied that cause has not

-1- been shown. For the reasons set forth in this opinion, we affirm the judgment of the

Superior Court.

Facts and Travel

The plaintiff filed a complaint on July 11, 2019, seeking a declaratory

judgment that defendant violated the APRA, asking for an order directing defendant

to produce certain records requested by plaintiff pursuant to the APRA and

requesting a civil penalty, attorneys’ fees and costs. The plaintiff contended that

defendant was a quasi-municipal corporation created by legislation in 1882 to

provide public library services to the Town of Smithfield (Town), that defendant

received 70 percent of its funding from the Town, that defendant was listed as a

municipal department on the Town’s website, and that, therefore, defendant was a

“public body” or “agency” as defined by the APRA.

The plaintiff represented that it had submitted a request to defendant for public

documents in accordance with the APRA, “relating to the procurement, bidding and

award process for the ‘Greenville Public Library, New Parking and Access

Driveway’ project[.]” The defendant initially refused to produce any documents

pursuant to the request, maintaining that it was not subject to the APRA. The

defendant filed an answer, denying that it had violated the APRA. On July 22, 2019,

eleven days after the complaint was filed, defendant produced the documents.

-2- The defendant filed a motion for summary judgment, arguing the matter was

no longer justiciable because plaintiff lacked standing and there was no longer a case

or controversy. The defendant maintained that it was a private, nonprofit

corporation, not a public body under the APRA. The defendant proffered that it was

governed by a twelve-member board of directors appointed pursuant to its bylaws,

not by municipal officials; employed its own executive director and employees, none

of whom are municipal employees; and was a 501(c)(3) tax-exempt organization, a

status that does not apply to municipal entities. Further, defendant argued that the

opinions issued by the Attorney General and cited by plaintiff were outdated and

advisory, citing a more recent advisory opinion from the Attorney General, which

found that the Newport Public Library was not subject to the APRA. 1

The plaintiff objected to defendant’s motion and filed a cross-motion for

summary judgment, asserting that the case was not moot, notwithstanding

defendant’s production of the requested documents, because it was entitled to a

declaration regarding defendant’s status as a public body and because the APRA

provides for civil penalties and attorneys’ fees. The plaintiff argued that defendant

is considered, and represented to be, a department of a municipal government, is

included in the Town’s Annual Budget and its Comprehensive Annual Financial

1 Pursuant to G.L. 1956 § 38-2-8, once a public records request is made and denied, “the person or entity seeking disclosure may file a complaint with the attorney general.” -3- Report as a Town department, and receives approximately 70 percent of its funding

from the Town and its taxpayers. Additionally, plaintiff noted that the definition of

public body provided for in G.L. 1956 § 38-2-2(1) includes certain private agencies

and that defendant received bids for the contract through the Town.

In support of the motions for summary judgment, the parties cited three

opinions issued by the Attorney General advising whether libraries were subject to

the APRA. The first two, issued in 1994 and 2000, concerned the Greenville Public

Library. In each advisory opinion, the Attorney General stated that the library was

considered a public body. In the final advisory opinion, issued in 2014, the Attorney

General opined that Newport Public Library was not a public body as defined by the

APRA.

After a hearing on the cross-motions, the hearing justice rendered a bench

decision denying defendant’s motion for summary judgment and granting plaintiff’s

partial motion for summary judgment. In his decision, the hearing justice noted that

defendant was listed on the Town’s website as a municipal department and that

defendant was a nonprofit corporation that was originally established in 1882. The

hearing justice added that the contact information included in the solicitation for bids

on the parking lot project listed the Town and a municipal employee. Additionally,

he found that approximately 70 percent of defendant’s operating budget came from

a Town appropriation in the range of $700,000. The hearing justice went on to note

-4- that there were no municipal employees working for defendant, and that the Town’s

governance did not exert control over defendant’s employees, who themselves did

not participate in the Town’s pension system.

The hearing justice considered that defendant followed the Open Meetings

Act (OMA), G.L. 1956 chapter 46 of title 42, because it receives 25 percent or more

of its funding from public funds, although the APRA has no such monetary

threshold. Further, the hearing justice noted that defendant was insured by the

Rhode Island Interlocal Risk Management Trust, which was created under G.L. 1956

§ 45-5-20.1, and covers only eligible entities.2 The hearing justice discussed each

of the advisory opinions referenced by the parties, but distinguished the Newport

Public Library because the library went approximately eighty years without

donations from the City of Newport and it was not part of Newport’s comprehensive

annual financial report, nor was it considered a component unit of the City of

Newport under applicable standards.

2 “Eligible Entities” are defined as:

“any city, town, school committee, water or fire district, or other public or quasi-municipal authority, agency or entity, or organization that is an instrumentality of such cities or towns, or any group of such cities or towns, authorities, agencies or entities which is a member of the corporations created pursuant to the provisions of this section.” G. L. 1956 § 45-5-20.1(b). -5- The hearing justice determined that plaintiff had standing and that the matter

was still justiciable; he further determined that the fact that defendant turned over

the requested records did not extinguish plaintiff’s claims for civil penalties and

attorneys’ fees under the APRA. The hearing justice determined that pursuant to the

Uniform Declaratory Judgment Act, G.L. 1956 § 9-30-1, defendant is a public body

subject to the APRA. Accordingly, he granted plaintiff’s motion for partial summary

judgment.

The plaintiff filed a motion for attorneys’ fees pursuant to § 38-2-9(d), seeking

$73,863.50, and waived its claim for civil penalties, in order to expedite a final

disposition.3 While defendant did not dispute that an award of attorneys’ fees might

be appropriate, it did dispute the requested amount as “wholly unreasonable and

excessive,” given that the library had voluntarily produced the requested documents

within days of being served with plaintiff’s complaint.

After a hearing on attorneys’ fees, the amount of $60,767.87 in total fees and

costs was ordered, followed by a separate final judgment declaring that defendant

was a public body subject to the APRA. Thereafter, defendant filed a timely notice

of appeal.

3 Attached to its motion was the affidavit of plaintiff’s attorney, including his detailed statement of account for billing of services to plaintiff. -6- Standard of Review

“This Court reviews de novo a trial justice’s decision granting summary

judgment.” Estate of Garan, 249 A.3d 1254, 1257 (R.I. 2021) (quoting Glassie v.

Doucette, 157 A.3d 1092, 1096 (R.I. 2017)). “Summary judgment is appropriate

only when the pleadings, depositions, answers to interrogatories, and admissions on

file, together with the affidavits, if any, show that there is no genuine issue as to any

material fact and that the moving party is entitled to judgment as a matter of law.”

Id. (quoting Glassie, 157 A.3d at 1096).

“We have repeatedly stated that, in conducting a review of a trial justice’s

award of attorneys’ fees, ‘the issue of whether there exists a basis for awarding

attorneys’ fees generally is legal in nature, and therefore our review of such a ruling

is de novo.’” America Condominium Association, Inc. v. Mardo, 140 A.3d 106, 115

(R.I. 2016) (brackets omitted) (quoting Dauray v. Mee, 109 A.3d 832, 845 (R.I.

2015)); see also Danforth v. More, 129 A.3d 63, 72 (R.I. 2016). “Accordingly, we

have further stated that ‘only if it is determined that there is such a legal basis, then

this Court will review a motion justice’s actual award of attorneys’ fees for an abuse

of discretion.’” America Condominium Association, Inc., 140 A.3d at 115 (brackets

omitted) (quoting Dauray, 109 A.3d at 845).

-7- Discussion

On appeal, defendant makes two claims of error. First, defendant contends

that the hearing justice erred in finding that it was a public body for purposes of the

APRA. The defendant maintains that operating a library is not the exercise of a

governmental function and does not become one because a portion of its budget

comes from Town funding. The defendant further asserts that its compliance with

plaintiff’s document request renders this case no longer justiciable. The defendant’s

second claim is that the fee award in the amount of $60,767.87 to plaintiff’s attorney,

a nonparty to the case, “is wholly unreasonable, excessive, and not supported by the

statute.”

The plaintiff maintains that the hearing justice’s decision was consistent with

the plain language of the statute and prior opinions issued by the Attorney General.

The plaintiff argues that, in addition to defendant’s dependence on the Town,

defendant is a member of the Rhode Island Interlocal Risk Management Trust and,

therefore, must be a quasi-governmental entity. The plaintiff asserts that a public

body is defined under the APRA to include any private person, corporation, or entity

“acting on behalf of and/or in place of any public agency.” See § 38-2-2(1). The

plaintiff contends that the award of fees was mandatory and appropriate under § 38-

2-9(d).

-8- The Rhode Island Constitution encourages the diffusion of knowledge and

promotion of libraries because they are essential to the rights and liberties of the

citizenry. Specifically, article 12, section 1, states, “[I]t shall be the duty of the

general assembly to promote * * * public libraries, and to adopt all means which it

may deem necessary and proper to secure to the people the advantages and

opportunities of * * * public library services.” R.I. Const., art. 12, § 1. In enacting

the APRA, the General Assembly declared that “[t]he purpose of this chapter is to

facilitate public access to public records.” Section 38-2-1. This Court has “long

recognized that the underlying policy of the APRA favors the free flow and

disclosure of information to the public.” In re New England Gas Company, 842

A.2d 545, 551 (R.I. 2004) (quoting Providence Journal Co. v. Sundlun, 616 A.2d

1131, 1134 (R.I. 1992)). We have observed that “[t]he policy underlying the APRA

‘is to facilitate public access to governmental records which pertain to the policy

making functions of public bodies * * *.’” Id. at 555 (quoting § 38-2-1).4 “The

4 Section 38-2-2(1) provides:

“‘Agency’ or ‘public body’ means any executive, legislative, judicial, regulatory, or administrative body of the state, or any political subdivision thereof; including, but not limited to: any department, division, agency, commission, board, office, bureau, authority; any school, fire, or water district, or other agency of Rhode Island state or local government that exercises governmental functions; any authority as defined in § 42-35-1(b); or any other public or private agency, person, partnership, -9- APRA only creates a cause of action for an individual or entity denied access to

records maintained by a public body against the public body that is the custodian of

the records.” Robinson v. Malinoff, 770 A.2d 873, 876 (R.I. 2001); Rhode Island

Federation of Teachers, AFT, AFL-CIO v. Sundlun, 595 A.2d 799, 801 (R.I. 1991).

Additionally, § 38-2-9(d) provides in pertinent part that,

“[t]he court shall impose a civil fine not exceeding two thousand dollars ($2,000) against a public body or official found to have committed a knowing and willful violation of this chapter, and a civil fine not to exceed one thousand dollars ($1,000) against a public body found to have recklessly violated this chapter and shall award reasonable attorney fees and costs to the prevailing plaintiff.”

The following facts are undisputed: the Greenville Public Library Board of

Trustees is listed as a public body on the Rhode Island Secretary of State’s open

meetings website. The defendant posts notices of its public meetings, and minutes

of its meetings, with the Secretary of State pursuant to the OMA. The defendant

does not refute that it has consistently received approximately 70 percent of its

funding from the Town and is included in the Town’s annual report. The contact

information included in the solicitation for bids on the parking lot project listed the

Town and an employee of the Town as the contact person for the bid.5 The defendant

corporation, or business entity acting on behalf of and/or in place of any public agency.” (Emphasis added.) 5 Counsel acknowledged at oral argument before this Court that defendant followed the public bid procedures for the contract. - 10 - is listed on the Town’s web pages as a department of the Town, and the Town has

repeatedly included documentation of appropriations to the defendant in its budget

planning. The defendant is insured by the Rhode Island Interlocal Risk Management

Trust.

Both plaintiff and defendant rely on Attorney General advisory opinions, with

conflicting results, regarding whether various libraries are public bodies subject to

the APRA. The only opinion in which a library was determined to not be a public

body, the 2014 opinion concerning the Newport Public Library, is easily

distinguishable. As was pointed out by the hearing justice, the Newport Public

Library had not received public funds over a period of eighty years and was not a

part of the city’s comprehensive financial report, unlike the present circumstances

of defendant. In reviewing the undisputed facts, it is clear, there was no error by the

hearing justice in determining that defendant is a public body.

With respect to the issue of attorneys’ fees, plaintiff contends that the hearing

justice did not abuse his discretion in granting its motion for an award of fees

pursuant to § 38-2-9(d) in the amount of $60,767.87 because the very purpose of a

fee-shifting statute such as § 38-2-9(d) is to enable plaintiffs “to employ reasonably

competent lawyers without cost to themselves if they prevail.” Venegas v. Mitchell,

495 U.S. 82, 86 (1990). The plaintiff maintains that it was forced to file suit to obtain

- 11 - the records. Once the records were produced, plaintiff maintains it was defendant’s

litigation strategy that caused the dramatic increase in fees to occur.

The defendant asserts that the award of fees directly to plaintiff’s counsel

amounts to an award to a nonparty in the case and is unreasonable and not supported

by statute. The defendant further argues that, once the documents were provided,

satisfying the objectives of the APRA, then the ability to incur costs and fees should

have ended.

In the instant case, there was a clear basis for the award of attorneys’ fees once

the hearing justice determined that defendant violated the APRA. “The APRA

encourages meritorious claims under the statute by providing the incentive of an

award of attorneys’ fees for a prevailing party.” Downey v. Carcieri, 996 A.2d 1144,

1153 (R.I. 2010). After careful review of the record, in making his determination of

fees the hearing justice closely examined the lengthy and detailed invoice provided

by the plaintiff’s attorney, even rejecting certain portions of the bill. We agree with

the plaintiff’s contention that the argument by the defendant relative to the award of

fees to the nonparty attorney is specious. 6 The hearing justice considered the

6 The defendant simply made an assertion that the award of attorney’s fees directly to plaintiff’s attorney was inappropriate, without citation to any authority, failing to fully develop its argument. “[S]imply stating an issue for appellate review, without a meaningful discussion thereof or legal briefing of the issues, does not assist the Court in focusing on the legal questions raised, and therefore constitutes a waiver of that issue.” Giddings v. Arpin, 160 A.3d 314, 316 (R.I. 2017) (mem.) (quoting Giammarco v. Giammarco, 151 A.3d 1220, 1222 (R.I. 2017)). - 12 - reasonableness factors for attorneys’ fees under § 38-2-9(d) and pointed out that the

attorney’s work does not need to end at the point where the records are returned.

Further, the hearing justice carefully reviewed the invoice and liberally removed fees

where he felt it was warranted for him to do so. The plaintiff was required to file

suit to obtain the documents, and the statute specifically provides for the award of

attorneys’ fees. See § 38-2-9(d). The hearing justice acted well within his discretion

in awarding fees and costs in the amount of $60,767.87.

Conclusion

For the reasons stated herein, we affirm the judgment of the Superior Court.

The papers may be returned to the Superior Court.

Justice Long did not participate.

- 13 - STATE OF RHODE ISLAND SUPREME COURT – CLERK’S OFFICE Licht Judicial Complex 250 Benefit Street Providence, RI 02903

OPINION COVER SHEET

Title of Case Key Corporation v. Greenville Public Library.

No. 2021-319-Appeal. Case Number (PC 19-7427)

Date Opinion Filed February 17, 2023

Justices Suttell, C.J., Goldberg, Robinson, Lynch Prata, JJ.

Written By Associate Justice Erin Lynch Prata

Source of Appeal Providence County Superior Court

Judicial Officer from Lower Court Associate Justice Richard D. Raspallo

For Plaintiff:

Kevin P. Gavin, Esq. Attorney(s) on Appeal For Defendant:

Steven E. Snow, Esq.

SU-CMS-02A (revised November 2022)